Climate Change-Related Shareholder Resolutions

Climate Change-Related Shareholder Resolutions
in 2008 Proxy Season – Fact Sheet

Based on March 6, 2008 Press Release
Issued by Ceres and the Interfaith Center on Corporate Responsibility

Investors File Record Number of Global Warming Resolutions with U.S. Companies
14 Resolutions Already Get Results From Companies

BOSTON – Leading U.S. investors today announced that they have filed a record 54 global warming shareholder resolutions with U.S. companies that face far-reaching business impacts from climate change. The resolutions are nearly double the number filed just two years ago.

Companies targeted in the 2008 proxy season include electric power companies, oil and coal producers, airlines, homebuilders and other businesses that investors believe are not adequately dealing with potential climate-related business impacts, whether from physical changes, emerging climate regulations or growing global demand for low-carbon technologies and services. Resolutions were filed with dozens of companies in eight industries, including Dynegy (NYSE:DYN) in the electric power sector, Massey Energy (NYSE:MEE) in the coal sector, ExxonMobil (NYSE:XOM) and ConocoPhillips (NYSE:COP) in oil and gas sectors, U.S. Airways (NYSE:LLC) in the airline sector and Standard Pacific (NYSE:SPF) in the building sector.

Resolutions seeking greater disclosure from companies on their responses to climate change, including greenhouse gas (GHG) reduction and renewable and energy efficiency strategies, were filed by some of the nation’s largest public pension funds, as well as labor, foundation, religious and other institutional investors. Many of the investors are part of the Investor Network on Climate Risk (INCR), an alliance of 60 institutional investors with collective assets totaling more than $5 trillion.

“Scientific consensus of the potentially destructive impacts of climate change on the global economy is clearer than ever. Companies in every industry, especially energy sectors, should be acting now to assess and mitigate climate change risks,” said Jack Ehnes, chief executive officer at the California State Teachers’ Retirement System (CalSTRS), the nation’s second largest public pension fund. CalSTRS filed climate-related resolutions for the first time this year.

“Many U.S. companies are confronting the risks and opportunities from climate change, but others are not responding adequately – and they may be compromising their long-term competitiveness as a result,” said Mindy S. Lubber, president of Ceres, which helps coordinate the shareholder filings and directs INCR. “Investors want all companies to understand the business impacts of climate change – and plan for it accordingly.”

“Finding solutions to the climate challenges ahead is an economic imperative for every company in every sector of the economy, whether it’s making cars and power plants that use less fossil fuel or designing buildings and appliances that are more energy efficient,” said Leslie Lowe, director of the Energy and Environment Program at the Interfaith Center on Corporate Responsibility, which also helps coordinate the filings. “It also means that companies must minimize environmental impacts – like deforestation – that lessen our ability to cope with global warming.”

Resolutions are already getting action from companies. Fourteen of the 54 resolutions were withdrawn by investors after the companies agreed to disclose potential impacts from emerging climate regulations and strategies for reducing greenhouse gas emissions.

Four of the withdrawals involved electric power companies – Allegheny Energy (NYSE:AYE), Alliant Energy (NYSE:LNT), Dominion Resources (NYSE:D) and Southern (NYSE:SO) – which were all asked to report on their strategies to significantly boost energy efficiency as a way to reduce greenhouse gas emissions. Each of the four utilities generates much of their electricity from coal-fired power plants that will be especially vulnerable to carbon-reducing regulations due to their high CO2 emissions. Alliant and Dominion have also proposed to build new coal-fired plants.

Resolutions have also been withdrawn from Continental (NYSE:CAL), El Paso (NYSE:EP), Harley Davidson (NYSE:HOG), KB Homes (NYSE:LM), Lowes (NYSE:LTR), Ryder (NYSE:R), Big Lots (NYSE:BIG), Parkway Properties (NYSE:PKY) and Kirby Corp (NYSE:KEX).

Among the dozens of companies with resolutions that are still pending and could go to a vote at upcoming corporate annual meetings:

ConocoPhillips: The first of two resolutions filed with ConocoPhillips focuses on the company’s recently announced plans to become the largest producer of oil from Canada’s tar sands. Citing the adverse environmental impacts of tar sands on water use, biodiversity and greenhouse gas emissions, Trillium Asset Management has asked the company to assess and disclose the environmental damage that would result from its expanding tar sands operation in Canada’s boreal forest. A second resolution filed by the Presbyterian Church (USA) requests that the business adopt specific greenhouse gas reduction goals in its operations and products. (Trillium Contact: Shelley Alpern, 617-423-6655 and Presbyterian Church Contact: Bill Somplatsky-Jarman, 502-569-5809)

Exxon Mobil: Unlike other major oil firms, which are making tangible investments in low-carbon technologies, Exxon Mobil has been unresponsive to investor requests for a decade regarding strategies to meet growing global demand for diversified energy sources. The three resolutions request that the board develop comprehensive GHG reduction targets, adopt a policy for renewable energy R&D and sourcing, and report on how it will become an industry leader in developing technologies to create energy independence in the U.S. The resolutions were filed by the Tri-State Coalition for Responsible Investment, the Midwest Capuchin Order and Steve Viederman. (Tri-State Coalition Contact: Sister Pat Daly, 973-670-9674, Steve Viederman, 212-639-9497)

Massey Energy: Given that coal combustion accounts for more than a third of all GHG emissions in the U.S. and given the growing regulatory momentum to reduce emissions from power plants, the New York City Pension Funds have filed a resolution with the VA-based coal company requesting a report on how the company is responding to growing regulatory and competitive pressure to significantly reduce GHG emissions. Massey is the nation’s 4th largest coal producer. (NYC Comptroller Contact: Kristen McMahon, 212-669-2589)

Standard Pacific: Unlike other builders such as KB Homes and DR Horton, Standard Pacific has been unresponsive to shareholder requests that it disclose its strategies and performance on energy efficiency and other climate-related issues. The resolution filed by the Nathan Cummings Foundation requests that the CA-based company, one of the nation’s largest homebuilders, adopt specific goals to reduce greenhouse gas emissions in its operations and products. Homes and other residential buildings account for more than 20 percent of the nation’s CO2 emissions, virtually all from electricity use and heating needs. A recent McKinsey Global Institute report concluded that the residential sector represents “the single-largest opportunity” to boost energy efficiency. (Nathan Cummings Contact: Laura Shaffer, 212-787-7300)

U.S. Airways: Despite growing momentum to regulate greenhouse emissions from airlines, especially in Europe, US Airways has been unresponsive to investor requests to improve assessment and disclosure on sustainability challenges such as climate change. While American Airlines, British Airways and Air-France-KLM have produced such reports, US Airways has not. The resolution from the Calvert Group requests that the company prepare a report on its strategies for reducing greenhouse gas emissions. (Calvert Contact: Stu Dalheim, 301-961-4762.)

One or more resolutions are still pending with each of the following US companies:

Airline sector: Southwest (NYSE:LUV), US Airways (NYSE:LLC)

Auto sector: Ford Motor (NYSE:F), General Motors (NYSE:GM)

Banking sector: *Bank of America (NYSE:BAC), Citigroup (NYSE:C), Legg Mason (NYSE:LM)

Building sector: Centex (NYSE:CTX), Pulte Homes (NYSE:PHM), Ryland (NYSE:RYL), Standard Pacific (NYSE:SPF)

Coal sector: *Arch (NYSE:ACI), CONSOL Energy (NYSE:CNX), Foundation Coal (NYSE:FCL), Massey Energy (NYSE:MEE)

Electric power sector: FirstEnergy (NYSE:FE), Southern Company (NYSE:SO), Dynegy (NYSE:DYN)

Forestry sector: International Paper (NYSE:IP), MeadWestvaco (NYSE:MWV), RR Donnelly (NYSE:RRD)

Manufacturing sector: Dover (NYSE:DOV)

Oil and gas sector: Chevron (NYSE:CVX), ConocoPhillips (NYSE:COP), ExxonMobil (NYSE:XOM), **OGE Energy (NYSE:OGE), **Oneok (NYSE:OKS), Williams (NYSE:WMB), Ultra Petroleum (NYSE:UPL)

Retail sector: Best Buy (NYSE:BBY), Kroger (NYSE:KR), Rite Aid (NYSE:RAD)

  • Resolution disallowed by SEC at company request.
  • One of two resolutions filed with the company was disallowed by SEC at the company’s request. A second resolution is still pending with each company.

This year’s filings come on the heels of a record high number of resolutions and record high voting support for global warming resolutions in the 2007 proxy season. Investors filed 43 resolutions with U.S. companies last year and average voting support was 21.6 percent.

Climate Change-Related Shareholder Resolutions
Pending for a Vote in 2008 Proxy Season

Note: Full text of resolutions summarized below will be printed in company’s proxy statement available 4-6 weeks prior to each corporate annual meeting. For more information on any of the resolutions below please contact Rob Berridge at berridge@ceres.org or 617-247-0700 ×17.

BEST BUY
RESOLVED: Shareholders request the Board to prepare a report, at reasonable cost and omitting proprietary information, by December 1, 2008, on our company’s sustainable paper purchasing policies.

CENTEX
RESOLVED: Shareholders request that the Board of Directors adopt quantitative goals, based on available technologies, for reducing total greenhouse gas emissions from the Company’s products and operations and report to shareholders by December 31, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

CHEVRON
RESOLVED: shareholders request that the Board of Directors adopt quantitative goals, based on current technologies, for reducing total greenhouse gas emissions from the Company’s products and operations; and that the Company report to shareholders by September 30, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

CHEVRON (Oil Sands)
RESOLVED: Shareholders request that an independent committee of the Board prepare a report to shareholders (at reasonable cost and omitting proprietary information) by December 2008, on the environmental and social impacts of Chevron’s oil sands operations.

CITIGROUP
RESOLVED: Shareholders request that Citigroup’s board of directors amend its GHG emissions policies to observe a moratorium on all financing, investment and further involvement in activities that support MTR coal mining or the construction of new coal-burning power plants that emit carbon dioxide.

CONOCOPHILLIPS
RESOLVED: Shareholders request that the Board of Directors adopt quantitative goals, based on current technologies, for reducing total greenhouse gas emissions from the Company’s products and operations; and that the Company report to shareholders by September 30, 2008, on its plan to achieve these goals. Such a report will omit proprietary information and be prepared at a reasonable cost.

CONOCOPHILLIPS
RESOLVED: Shareholders request that an independent committee of the Board prepare a report (at reasonable cost and omitting proprietary information) on the environmental damage that would result from the company’s expanding oil sands operations in the Canadian boreal forest. The report should consider the implications of a policy of discontinuing these expansions and should be available to investors by May 2009.

CONSOL ENERGY
RESOLVED: Shareholders request a report [reviewed by a board committee of independent directors] on how the company is responding to rising regulatory, competitive, and public pressure to significantly reduce carbon dioxide and other emissions from the company’s products and operations. The report should be provided by September 1, 2008 at a reasonable cost and omit proprietary information.

DOVER
Shareholders request that within 6 months of the 2008 annual meeting, the Board of Directors provide a report to shareholders, prepared at reasonable cost and omitting proprietary information, describing how Dover is assessing the impact of climate change on the company, the company’s plans to disclose this assessment to shareholders, and the rationale for not disclosing such information through reporting mechanisms such as the Carbon Disclosure Project.

DYNEGY
RESOLVED: Shareholders request a report [reviewed by a board committee of independent directors] on how the company is responding to rising regulatory, competitive, and public pressure to significantly reduce carbon dioxide and other emissions from the company’s existing and proposed power plants. The report should be provided by December 31, 2008 at a reasonable cost and omit proprietary information.

ENCANA
RESOLVED: Shareholders request that the Board of Directors provide a report to shareholders on an established strategy for incorporating the potential costs of carbon into long-term business planning by October 2008. Such a report will omit proprietary information and be prepared at reasonable cost.

FIRST ENERGY
RESOLVED: Shareholders request a report [reviewed by a board committee of independent directors] on actions the company is taking to design new incentives that will reduce greenhouse gas emissions by reducing the growth of customer demand and improve the efficiency with which the company and its customers use energy. The report should be provided by September 1, 2008 at a reasonable cost and omit proprietary information.

EXXON MOBIL
RESOLVED: shareholders request that the Exxon Mobil Board adopt quantitative goals, based on current technologies, for reducing total greenhouse gas emissions from the Company’s products and operations; and that the Company report to shareholders by September 30, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

EXXON MOBIL
RESOLVED: That Exxon Mobil’s Board adopt a policy for renewable energy research, development and sourcing, reporting on its progress to investors in 2009.

EXXON MOBIL
RESOLVED: shareholders request Exxon Mobil’s Board of Directors to establish a Committee to study steps and report to shareholders, barring competitive information and disseminated at a reasonable expense, on how Exxon Mobil can become the industry leader within a reasonable period in developing and making available the technology needed (such as sequestration and engineered geothermal) to enable the U.S.A. to become energy independent in an environmentally sustainable way.

FORD
RESOLVED: shareholders request that the Board of Directors publicly adopt quantitative goals, based on current and emerging technologies, for reducing total greenhouse gas emissions from the company’s products and operations; and that the company report to shareholders by September 30, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

FORD
RESOLVED: Ford shareholders request that a committee of independent directors of the Board assess the steps the company is taking to meet new fuel economy and greenhouse gas emission standards for its fleets of cars and trucks, and issue a report to shareholders (at reasonable cost and omitting proprietary information) by September 1, 2008.

FOUNDATION COAL
RESOLVED: Shareholders request a report reviewed by a board committee of independent directors on how the company is responding to rising regulatory, competitive, and public pressure to significantly reduce carbon dioxide and other emissions from the company’s products and operations. The report should be provided by September 1, 2008 at a reasonable cost and omit proprietary information.

GENERAL MOTORS
RESOLVED: shareholders request that the Board of Directors publicly adopt quantitative goals, based on current and emerging technologies, for reducing total greenhouse gas emissions from the company’s products and operations; and that the company report to shareholders by September 30, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

GENERAL MOTORS
RESOLVED: General Motors shareholders request that a committee of independent directors of the Board assess the steps the company is taking to meet new fuel economy and greenhouse gas emission standards for its fleet of cars and trucks, and issue a report to shareholders (at reasonable cost and omitting proprietary information) by September 1, 2008.

INTERNATIONAL PAPER
RESOLVED: Shareholders request the Board to prepare a report, at reasonable cost and omitting proprietary information, by November 30, 2008, assessing the feasibility of phasing out our company’s use of non-FSC certified fiber and increasing the use of postconsumer recycled fiber as a means to reduce our company’s impact on greenhouse gas emissions.

KROGER
RESOLVED: The shareholders request that the company develop a comprehensive policy for addressing climate change and reducing GHG emissions and report to shareholders on its plans for doing so, at reasonable cost and omitting proprietary information, by December 31, 2008.

LEGG MASON
RESOLVED: Shareholders request the Board of Directors prepare a sustainability report describing strategies to address the environmental and social impacts of Legg Mason’s business, including strategies to address climate change. The report, prepared at reasonable cost and omitting proprietary information, should be published no later than six months after Legg Mason’s 2008 annual meeting.

MASSEY
RESOLVED: Shareholders request a report [reviewed by a board committee of independent directors] on how the company is responding to rising regulatory, competitive, and public pressure to significantly reduce carbon dioxide and other emissions from the company’s products and operations. The report should be provided by September 1, 2008 at a reasonable cost and omit proprietary information.

MEADWESTVACO
RESOLVED: Shareholders request the Board to prepare a report, at reasonable cost and omitting proprietary information, by November 15, 2008, assessing the feasibility of phasing out our company’s use of non-FSC certified fiber and increasing the use of postconsumer recycled fiber as a means to reduce our company’s impact on greenhouse gas emissions.

OGE ENERGY CORPORATION
RESOLVED: Shareholders request that within 6 months of the 2008 annual meeting, the Board of Directors provide a report to shareholders, prepared at reasonable cost and omitting proprietary information, describing how OGE Energy Corporation is assessing the impact of climate change on the Corporation, the Corporation’s plans to disclose this assessment to shareholders, and the rationale for not disclosing such information through reporting mechanisms such as the Carbon Disclosure Project.

ONEOK
RESOLVED: Shareholders request that the Board of Directors prepare a report concerning the feasibility of adopting quantitative goals, based on current and emerging technologies, for reducing total greenhouse gas emissions from the company’s operations; and that the company should submit this report to shareholders by December 31, 2008. Such a report will omit proprietary information and be prepared at reasonable cost.

PULTE HOMES
RESOLVED: Shareholders request that by December 31, 2008 the Board of Directors provide a climate change report, prepared at reasonable cost and omitting proprietary information, on the feasibility of our company developing policies that will minimize its impacts upon climate change, with a focus on reducing greenhouse gas emissions from the company’s products and operations.

RITE AID
Shareholders request that Rite Aid assess its response to rising regulatory, competitive, and public pressure to increase energy efficiency and report to shareholders (at reasonable cost and omitting proprietary information) by September 1, 2008.

RR DONNELLEY
RESOLVED: Shareholders request the Board to prepare a report, at reasonable cost and omitting proprietary information, by November 30, 2008, assessing the feasibility of phasing out our company’s use of non-FSC certified fiber and increasing the use of postconsumer recycled fiber as a means to reduce our company’s impact on greenhouse gas emissions.

RYLAND
RESOLVED: Shareholders request that the Board of Directors adopt quantitative goals, based on available technologies, for reducing total greenhouse gas emissions from the Company’s products and operations and report to shareholders by December 31, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

SOUTHERN COMPANY
RESOLVED: Shareholders request that the Board of Directors report to shareholders actions the company would need to take to reduce total CO2 emissions, including quantitative goals for existing and proposed plants based on current and emerging technologies, by September 30, 2008. Such report shall omit proprietary information and be prepared at reasonable cost.

SOUTHWEST AIRLINES
RESOLVED: Shareholders request that the Board of Directors prepare a sustainability report describing corporate strategies to reduce greenhouse gas emissions and addressing other environmental and social impacts such as waste management and recycling, as well as employee and product safety. The report, prepared at reasonable cost and omitting proprietary information, should be published by October 2008.

STANDARD PACIFIC
RESOLVED: Shareholders request that the Board of Directors adopt quantitative goals, based on available technologies, for reducing total greenhouse gas emissions from the Company’s products and operations and report to shareholders by December 31, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

ULTRA PETROLEUM
RESOLVED: The shareholders request that a committee of independent directors of the Board prepare a report, at reasonable cost and omitting proprietary information, on our company’s plans to address climate change by December 31, 2008.

US AIRWAYS GROUP
RESOLVED: Shareholders request that the Board of Directors prepare a sustainability report describing corporate strategies to reduce greenhouse gas emissions and addressing other environmental and social impacts such as waste management and recycling, as well as employee and product safety. The report, prepared at reasonable cost and omitting proprietary information, should be published by October 2008.

WILLIAMS
RESOLVED: Shareholders request that the Board of Directors publicly adopt quantitative goals, based on current and emerging technologies, for reducing total greenhouse gas emissions from the company’s operations; and that the company report to shareholders by December 31, 2008, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.

2008 Proxy Season Follow-Up

After the proxy season in summer 2008 Ceres will prepare an evaluation report summarizing the 2008 shareholder campaign on climate change and making recommendations for the 2009 campaign. This report will detail the results achieved by the shareholder resolutions in terms of the dialogues with these companies, proxy votes received and, most importantly, agreement by companies to implement the requests to address the issues of climate change. The report will also discuss the challenges faced with the Securities and Exchange Commission (SEC) and with the companies. If you are interested in receiving a copy, or have any other questions, please contact Chris Fox at fox@ceres.org or 617-247-0700 ×15.


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